**Exhibit 10.7**

**ASSUMED ELIGIX, INC.1997 EQUITY INCENTIVE PLAN**

**Adopted June 30, 1997As Amended August 31, 1998As Amended January 28, 1999Assumed by BioTransplant Incorporated on May 15, 2001**

**1.          PURPOSES.**

**             (a)        **The purpose of the Plan is to provide a means bywhich selected Employees and Directors and Consultants may be given anopportunity to benefit from increases in value of the common stock of theCompany ("Common Stock") through the granting of (i) Incentive StockOptions, (ii) Nonstatutory Stock Options, (iii) stock bonuses, and (iv) rightsto purchase restricted stock.

**             (b)        **The Company, by means of the Plan, seeks to retainthe services of persons who are now Employees, Directors or Consultants, tosecure and retain the services of new Employees, Directors and Consultants, andto provide incentives for such persons to exert maximum efforts for the successof the Company and its Affiliates.

**             (c)        **The Company intends that the Stock Awards issuedunder the Plan shall, in the discretion of the Board or any Committee to whichresponsibility for administration of the Plan has been delegated pursuant tosubsection 3(c), be either (i) Options granted pursuant to Section 6 hereof,including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stockbonuses or rights to purchase restricted stock granted pursuant to Section 7hereof. All Options shall be separately designated Incentive Stock Options orNonstatutory Stock Options at the time of grant, and in such form as issuedpursuant to Section 6, and a separate certificate or certificates will beissued for shares purchased on exercise of each type of Option.

**2.          DEFINITIONS.**

**             (a)         "*Affiliate*"**means anyparent corporation or subsidiary corporation, whether now or hereafterexisting, as those terms are defined in Sections 424(e) and (f) respectively,of the Code.

**             (b)         “*Board*”**means the Boardof Directors of the Company.

**             (c)         “*Code*”**means theInternal Revenue Code of 1986, as amended.

**             (d)         “*Committee*”** means a Committee appointed by the Board inaccordance with subsection 3(c) of the Plan.

**             (e)         "*Company*"**means Eligix,Inc., Delaware corporation.****             (f)         "*Consultant*"** means any person, including an advisor, engaged bythe Company or an Affiliate to render consulting services and who iscompensated for such services, provided that the term "Consultant"shall not include Directors who are paid only a director's fee by the Companyor who are not compensated by the Company for their services as Directors.

**             (g)        "*ContinuousStatus as an Employee, Director or Consultant*"**means the employment or relationship as a Directoror Consultant is not interrupted or terminated. The Board, in its solediscretion, may determine whether Continuous Status as an Employee, Director orConsultant shall be considered interrupted in the case of: (i) any leave ofabsence approved by the Board, including sick leave, military leave, or anyother personal leave; or (ii) transfers between locations of the Company orbetween the Company, Affiliates or their successors.

**             (h)        "*Director*"**means a memberof the Board.

**             (i)         "*Employee*"** means any person, including Officers and Directors,employed by the Company or any Affiliate of the Company. Neither service as aDirector nor payment of a director's fee by the Company shall be sufficient toconstitute "employment" by the Company.

**             (j)         "*ExchangeAct*"** means the Securities Exchange Act of 1934, as amended.

**             (k)        "*FairMarket Value*"** means, as of any date, the value of the CommonStock of the Company determined as follows and in a manner consistent withSection 260.140.50 of Title 10 of the California Code of Regulations:

**                                        (1)       **If the Common Stock is listed on any establishedstock exchange, or traded on the NASDAQ National Market or the Nasdaq Small CapMarket, the Fair Market Value of a share of Common Stock shall be the closingsales price for such stock (or the closing bid, if no sales were reported) asquoted on such exchange or market (or the exchange or market with the greatestvolume of trading in Common Stock) on the day of determination, as reported in theWall Street Journal or such other source as the Board deems reliable.

**                                        (2)       **In the absence of such markets for the Common Stock,the Fair Market Value shall be determined in good faith by the Board.

**             (l)         "*IncentiveStock Option*"** means an Option intended to qualify as an incentivestock option within the meaning of Section 422 of the Code and the regulationspromulgated thereunder.

**             (m)       “*ListingDate*"** means the first date upon which any security of the Company is listed(or approved for listing) upon notice of issuance on any securities exchange,or designated (or approved for designation) upon notice of issuance as anational market security on an interdealer quotation system and, if applicable,such securities exchange or interdealer quotation  system has been certified in accordance with the provisions ofSection 25100(o) of the California Corporate Securities Law of 1968.

**             (n)        “*NonstatutoryStock Option*"** means an Option, not intended to qualify as anIncentive Stock Option.****             (o)         "*Officer*"** means a person who is an officer of the Companywithin the meaning of Section 16 of the Exchange Act and the rules andregulations promulgated thereunder.

**             (p)         "*Option*"** means a stock option granted pursuant to the Plan.

**             (q)         "*OptionAgreement*"**means a written agreement between the Company and an Optionee evidencingthe terms and conditions of an individual Option grant. Each Option Agreementshall be subject to the terms and conditions of the Plan.

**             (r)         "*Optionee*"** means a person to whom an Option is grantedpursuant to the Plan.

**             (s)         "*Plan*"**means thisEligix, Inc. 1997 Equity Incentive Plan.

**             (t)         "*StockAward*"** means any right granted under the Plan, including any Option, any stockbonus and any right to purchase restricted stock.

**             (u)        "*StockAward Agreement*"** means a written agreement between the Company and aholder of a Stock Award evidencing the terms and conditions of an individualStock Award grant. Each Stock Award Agreement shall be subject to the terms andconditions of the Plan.

**3.          ADMINISTRATION.**

**             (a)**         ThePlan shall be administered by the Board unless and until the Board delegatesadministration to a Committee, as provided in subsection 3(c).

**             (b)**         TheBoard shall have the power, subject to, and within the limitations of, theexpress provisions of the Plan:

**                                        (1)**        Todetermine from time to time which of the persons eligible under the Plan shallbe granted Stock Awards; when and how each Stock Award shall be granted;whether a Stock Award will be an Incentive Stock Option, a Nonstatutory StockOption, a stock bonus, a right to purchase restricted stock or a combination ofthe foregoing; the provisions of each Stock Award granted (which need not beidentical), including the time or times when a person shall be permitted toreceive stock pursuant to a Stock Award and the number of shares with respectto which a Stock Award shall be granted to each such person.

**                                        (2)       **To construe and interpret the Plan and Stock Awardsgranted under it, and to establish, amend and revoke rules and regulations forits administration. The Board, in the exercise of this power, may correct anydefect, omission or inconsistency in the Plan or in any Stock Award Agreement,in a manner and to the extent it shall deem necessary or expedient to make thePlan fully effective.

**                                        (3)**        Toamend the Plan or a Stock Award as provided in Section 13.

**                                        (4)**        Generally,to exercise such powers and to perform such acts as the Board deems necessaryor expedient to promote the best interests of the Company which are not inconflict with the provisions of the Plan.****             (c)        **The Board may delegate administration of the Plan toa committee or committees ("Committee") of one or more members of theBoard.  If administration is delegatedto a Committee, the Committee shall have, in connection with the administrationof the Plan, the powers theretofore possessed by the Board (and references inthis Plan to the Board shall thereafter be to the Committee), subject, however,to such resolutions, not inconsistent with the provisions of the Plan, as maybe adopted from time to time by the Board. The Board may abolish the Committeeat any time and revest in the Board the administration of the Plan.

**4.          SHARESSUBJECT TO THE PLAN.**

**             (a)        **Subject to the provisions of Section 12 relating toadjustments upon changes in stock, the stock that may be issued pursuant toStock Awards shall not exceed in the aggregate Five Million (5,000,000) sharesof Common Stock. If any Stock Award shall for any reason expire or otherwiseterminate, in whole or in part, without having been exercised in full (orvested in the case of restricted stock), the stock not acquired under suchStock Award shall revert to and again become available for issuance under thePlan.

**             (b)        **The stock subject to the Plan may be unissued sharesor reacquired shares, bought on the market or otherwise.

**5.          ELIGIBILITY.**

**             (a)        **Incentive Stock options may be granted only toEmployees.  Stock Awards other thanIncentive Stock Options may be granted only to Employees, Directors orConsultants.

**             (b)        **No person shall be eligible for the grant of anOption if, at the time of grant, such person owns (or is deemed to own pursuantto Section 424(d) of the Code) stock possessing more than ten percent (10%) ofthe total combined voting power of all classes of stock of the Company or ofany of its Affiliates unless the exercise price of such Option is at least onehundred ten percent (110%) of the Fair Market Value of such stock at the dateof grant and the Option is not exercisable after the expiration of five (5)years from the date of grant.

**6.          OPTIONPROVISIONS.**

             EachOption shall be in such form and shall contain such terms and conditions as theBoard shall deem appropriate. The provisions of separate Options need not beidentical, but each Option shall include (through incorporation of provisionshereof by reference in the Option or otherwise) the substance of each of thefollowing provisions:

**             (a)         Term.**  No Optionshall be exercisable after the expiration of ten (10) years from the date itwas granted.

**             (b)         Price.**  Theexercise price of each Incentive Stock Option shall be not less than onehundred percent (100%) of the Fair Market Value of the stock subject to theOption on the date the Option is granted and the exercise price of eachNonstatutory Stock Option shall be not less than eighty-five percent (85%) ofthe Fair Market Value of the stock subject to the Option on the date the Optionis granted. Notwithstanding the foregoing, an Option may be granted with anexercise price lower than that set forth in the preceding sentence (if suchOption is granted) pursuant to an assumption or substitution for another optionin a manner satisfying the provisions of Section 424(a) of the Code.****             (c)         Consideration. **The purchase price of stock acquired pursuant to anOption shall be paid, to the extent permitted by applicable statutes andregulations, either (i) in cash at the time the Option is exercised, or (ii) atthe discretion of the Board or the Committee, at the time of the grant of theOption, (A) by delivery to the Company of other Common Stock of the Company,(B) according to a deferred payment arrangement, except that payment of thecommon stock's "par value" (as defined in the Delaware GeneralCorporation Law) shall not be made by deferred payment, or other arrangement(which may include, without limiting the generality of the foregoing, the useof other Common Stock of the Company) with the person to whom the Option isgranted or to whom the Option is transferred pursuant to subsection 6(d), or(c) in any other form of legal consideration that may be acceptable to theBoard.

             Inthe case of any deferred payment arrangement, interest shall be payable atleast annually and shall be charged at the minimum rate of interest necessaryto avoid the treatment as interest, under any applicable provisions of theCode, of any amounts other than amounts stated to be interest under thedeferred payment arrangement.

**             (d)         Transferability.** An Option shall not be transferable except by willor by the laws of descent and distribution, and shall be exercisable during thelifetime of the person to whom the Option is granted only by such person.

**             (e)         Vesting.**The total number of shares of stock subject to anOption may, but need not, be allotted in periodic installments (which may, butneed not, be equal). The Option Agreement may provide that from time to timeduring each of such installment periods, the Option may become exercisable("vest") with respect to some or all of the shares allotted to thatperiod, and may be exercised with respect to some or all of the shares allottedto such period and/or any prior period as to which the Option became vested butwas not fully exercised. The Option may be subject to such other terms andconditions on the time or times when it may be exercised (which may be based onperformance or other criteria) as the Board may deem appropriate. The vestingprovisions of individual Options may vary, but in each case to the extentrequired by California Code of Regulations section 260.140.41 will provide forvesting of at least twenty percent (20%) per year of the total number of sharessubject to the Option. The provisions of this subsection 6(e) are subject toany Option provisions governing the minimum number of shares as to which anOption may be exercised.

**             (f)         Termination of Employment or Relationshipas a Director or Consultant.** In the eventan Optionee’s Continuous Status as an Employee, Director or Consultantterminates (other than upon the Optionee’s death or disability), the Optioneemay exercise his or her Option (to the extent that the Optionee was entitled toexercise it at the date of termination) but only within such period of timeending on the earlier of (i) the date three (3) months after thetermination of the Optionee’s Continuous Status as an Employee, Director orConsultant (or such longer or shorter period, which shall not be less thanthirty (30) days if such termination is not for cause, as specified in theOption Agreement), or (ii) the expiration of the term of the Option as setforth in the Option Agreement. If, at the date of termination, the Optionee isnot entitled to exercise his or her entire Option, the shares covered by theunexercisable portion of the Option shall revert to and again become availablefor issuance under the Plan. If, after termination, the Optionee does notexercise his or her Option within the time specified in the Option Agreement,the Option shall terminate, and the shares covered by such Option shall revertto and again become available for issuance under the Plan.
             AnOptionee's Option Agreement may also provide that if the exercise of the Optionfollowing the termination of the Optionee's Continuous Status as an Employee,Director or Consultant (other than upon the Optionee's death or disability)would be prohibited at any time solely because the issuance of shares wouldviolate the registration requirements under the Act, then the Option shallterminate on the earlier of (i) the expiration of the term of the Option setforth in the first paragraph of this subsection 6(f), or (ii) the expiration ofa period of three (3) months after the termination of the Optionee's ContinuousStatus as an Employee, Director or Consultant during which the exercise of theOption would not be in violation of such registration requirements.

**             (g)        Disability of Optionee.**In the event an Optionee's Continuous Status as anEmployee, Director or Consultant terminates as a result of the Optionee'sdisability, the Optionee may exercise his or her Option (to the extent that theOptionee was entitled to exercise it at the date of termination), but onlywithin such period of time ending on the earlier of (i) the date twelve (12)months following such termination (or such longer or shorter period, which inno event shall be less than six (6) months, specified in the Option Agreement),or (ii) the expiration of the term of the Option as set forth in the OptionAgreement. If, after the date of termination, the Optionee is not entitled toexercise his or her entire Option, the shares covered by the unexercisableportion of the Option shall revert to and again become available for issuanceunder the Plan. If, after termination, the Optionee does not exercise his orher Option within the time specified herein, the Option shall terminate, andthe shares covered by such Option shall revert to and again become availablefor issuance under the Plan.

**             (h)        Death of Optionee.**In the event of the death of an Optionee during, orwithin a period specified in the Option Agreement after the termination of, theOptionee's Continuous Status as an Employee, Director or Consultant, the Optionmay be exercised (to the extent the Optionee was entitled to exercise theOption at the date of death) by the Optionee's estate by a person who acquiredthe right to exercise the Option by bequest or inheritance or by a persondesignated to exercise the option upon the Optionee's death pursuant tosubsection 6(d), but only within the period ending on the earlier of (i) thedate eighteen (18) months following the date of death (or such longer orshorter period, which in no event shall be less than six (6) months specifiedin the Option Agreement), or (ii) the expiration of the term of such Option asset forth in the Option Agreement. If, at the time of death, the Optionee wasnot entitled to exercise his or her entire Option, the shares covered by theunexercisable portion of the Option shall revert to and again become availablefor issuance, under the Plan. If, after death, the Option is not exercisedwithin the time specified herein, the Option shall terminate, and the sharescovered by such Option shall revert to and again become available for issuanceunder the Plan.

**             (i)         Early Exercise.**The Option may, but need not, include a provisionwhereby the Optionee may elect at any time while an Employee, Director or Consultantto exercise the Option as to any part or all of the shares subject to theOption prior to the full vesting of the Option. Any unvested shares sopurchased may be subject to a repurchase right in favor of the Company or toany other restriction the Board determines to be appropriate as specified inThe Option Agreement and in a manner consistent with Section 260.140.41 of theCalifornia Code of Regulations.

**7.          TERMS OFSTOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.**

             Eachstock bonus or restricted stock purchase agreement shall be in such form andshall contain such terms and conditions as the Board or the Committee shalldeem appropriate. The terms and conditions of stock bonus or restricted stockpurchase agreements may change from time to time, and the terms and conditionsof separate agreements need not be identical, but each stock bonus orrestricted stock purchase agreement shall include (through incorporation ofprovisions hereof by reference in the agreement or otherwise) the substance ofeach of the following provisions as appropriate:

**             (a)         Purchase Price.**The purchase price under each restricted stockpurchase agreement shall be such amount as the Board or Committee shalldetermine and designate in such Stock Price Agreement, but in no event shallthe purchase price be less than eighty-five percent (85%) of the stock's FairMarket Value on the date such award is made. Notwithstanding the foregoing, theBoard or the Committee may determine that eligible participants in the Plan maybe awarded stock pursuant to a stock bonus agreement in consideration for pastservices actually rendered to the Company for its benefit.

**             (b)         Transferability.** No rights under a stock bonus or restricted stockpurchase agreement shall be transferable except by will or the laws of descentand distribution and shall be exercisable during the lifetime of the person towhom the Stock Award is granted only by such person.

**             (c)         Consideration.**The purchase price of stock acquired pursuant to astock purchase agreement shall be paid either: (i) in cash at the time ofpurchase; (ii) at the discretion of the Board or the Committee, according to adeferred payment or other arrangement with the person to whom the stock issold, except that payment of the common stock's "par value" (asdefined in the Delaware General Corporation Law) shall not be made by deferredpayment; or (iii) in any other form of legal consideration that may beacceptable to the Board or, the Committee in its discretion. Notwithstandingthe foregoing, The Board or the Committee to which administration of the Planhas been delegated may award stock pursuant to a stock bonus agreement inconsideration for past services actually rendered to the Company or for itsbenefit.

**             (d)         Vesting. **Shares of stock sold or awarded under the Plan may, but need not, besubject to a repurchase option in favor of the Company in accordance with avesting schedule to be determined by the Board or the Committee. To the extentrequired by California Code of Regulations section 260.140.41, the Stock AwardAgreement shall provide (i) that the right to repurchase at the originalpurchase price shall lapse at a minimum rate of twenty percent (20%) per yearover five (5) years from the date the Stock Award was granted, and (ii) suchright shall be exercisable only (A) within the ninety (90) day period followingthe termination of employment or the relationship as a Director or Consultant,or (B) such longer period as may be agreed to by the Company and the holder ofthe Stock Award (for example, for purposes of satisfying the requirements ofSection 1202(c)(3) of the Code (regarding "qualified small businessstock")), and (iii) such right shall be exercisable only for cash orcancellation of purchase money indebtedness for the shares.****             (e)         Termination of Continuous Status as anEmployee, Director or Consultant.**In the event a Participant's Continuous Status as anEmployee, Director or Consultant terminates, the Company may repurchase orotherwise reacquire any or all of the shares of stock held by that person whichhave not vested as of the date of termination under the terms of the stockbonus or restricted stock purchase agreement between the Company and suchperson.

**8.          CANCELLATIONAND RE-GRANT OF OPTIONS.**

             TheBoard or the Committee shall have the authority to effect, at any time and fromtime to time, (i) the repricing of any outstanding Options under the Planand/or (ii) with the consent of any adversely affected holders of Options, thecancellation of any outstanding Options under the Plan and the grant insubstitution therefor of new Options under the Plan covering the same ordifferent numbers of shares of stock, but having an exercise price per sharenot less than eighty-five percent (85%) of the Fair Market Value for aNonstatutory Stock Option, one hundred percent (100%) of the Fair Market Valuefor an Incentive Stock Option or, in the case of an Incentive Stock Option heldby a 10% stockholder (as described in subsection 5(b)), not less than onehundred ten percent (110%) of the Fair Market Value per share of stock on thenew grant date.  Notwithstanding theforegoing, the Board or the Committee may grant an Option with an exerciseprice lower than that set forth above if such Option is granted as part of atransaction to which section 424(a) of the Code applies.

**9.          COVENANTS OFTHE COMPANY.**

**             (a)        **During the terms of the Stock Awards, the Companyshall keep available at all times the number of shares of stock required tosatisfy such Stock Awards.

**             (b)        **The Company shall seek to obtain from eachregulatory commission or agency having jurisdiction over the Plan suchauthority as may be required to issue and sell shares under Stock Awards;provided, however, that this undertaking shall not require the Company toregister under the Securities Act of 1933, as amended (the "SecuritiesAct") either the Plan, any Stock Award or any stock issued or issuablepursuant to any such Stock Award. If, after reasonable efforts, the Company isunable to obtain from any such regulatory commission or agency the authoritywhich counsel for the company deems necessary for the lawful issuance and saleof stock under the Plan, the Company shall be relieved from any liability forfailure to issue and sell stock upon exercise of such Stock Awards unless anduntil such authority is obtained.

**10.        USE OFPROCEEDS FROM STOCK.**

             Proceedsfrom the sale of stock pursuant to Stock Awards shall constitute general fundsof the Company.

**11.        MISCELLANEOUS.**

**             (a)        **Subject to any applicable provisions of theCalifornia Corporate Securities Law of 1968, as amended, and relatedregulations relied upon as a condition of issuing securities pursuant to thePlan, the Board shall have the power to accelerate the time at which a StockAward may first be exercised or the time during which a Stock Award or any partthereof will vest pursuant to subsection 6(e) or 7(d), notwithstanding theprovisions in the Stock Award stating the time at which it may first beexercised or the time during which it will vest.

**             (b)        **Neither an Employee, Director nor a Consultant norany person to whom a Stock Award is transferred in accordance with the Planshall be deemed to be the holder of, or to have any of the rights of a holderwith respect to, any shares subject to such Stock Award unless and until suchperson has satisfied all requirements for exercise of the Stock Award pursuantto its terms.

**             (c)        **Throughout the term of any Stock Award, to theextent required by California law, the Company shall deliver to the holder ofsuch Stock Award, not later than one hundred twenty (120) days after the closeof each of the Company's fiscal years during the term of such Stock Award, abalance sheet and an income statement. This subsection shall not apply (i)after the Listing Date, or (ii) when issuance is limited to key employees whoseduties in connection with the Company assure them access to equivalentinformation.

**             (d)        **Nothing in the Plan or any instrument executed orStock Award granted pursuant thereto shall confer upon any Employee, Consultantor other holder of Stock Awards any right to continue in the employ of theCompany or any Affiliate or to continue serving as a Consultant and Director,or shall affect the right of the Company or any Affiliate to terminate theemployment of any Employee with or without notice and with or without cause, orthe right to terminate the relationship of any Consultant pursuant to the termsof such Consultant's agreement with the Company or Affiliate or service as aDirector pursuant to the Company's Bylaws.

**             (e)        **To the extent that the aggregate Fair Market Value(determined at the time of grant) of stock with respect to which IncentiveStock Options are exercisable by any Optionee during any calendar year underall plans of the Company and its affiliates exceeds one hundred thousand dollars($100,000), the Options or portions thereof which exceed such limit (accordingto the order in which they were granted) shall be treated as Nonstatutory StockOptions.

**             (f)        **The Company may require any person to whom a StockAward is granted, or any person to whom a Stock Award is transferred inaccordance with the Plan, as a condition of exercising or acquiring stock underany Stock Award, (1) to give written assurances satisfactory to the Company asto such person's knowledge and experience in financial and business mattersand/or to employ a purchaser representative reasonably satisfactory to theCompany who is knowledgeable and experienced in financial and business matters,and that he or she is capable of evaluating, alone or together with the purchaserrepresentative, the merits and risks of exercising the Stock Award; and (2) togive written assurances satisfactory to the Company stating that such person isacquiring the stock subject to the Stock Award for such person's own accountand not with any present intention of selling or otherwise distributing thestock. The foregoing requirements, and any assurances given pursuant to suchrequirements, shall be inoperative if (i) the issuance of the shares upon theexercise or acquisition of stock under the Stock Award has been registeredunder a then currently effective registration statement under the SecuritiesAct, or as to any particular requirement, a determination is made by counselfor the Company that such requirement need not be met in the circumstancesunder the then applicable securities laws. The Company may, upon advice ofcounsel to the Company, place legends on stock certificates issued under thePlan as such counsel deems necessary or appropriate in order to comply withapplicable securities laws, including, but not limited to, legends restrictingthe transfer of the stock.****             (g)       **To the extent provided by the terms of a Stock AwardAgreement, the person to whom a Stock Award is granted may satisfy any federal,state or local tax withholding obligation relating to the exercise oracquisition of stock under a Stock Award by any of the following means or by acombination of such means: (1) tendering a cash payment; (2) authorizing theCompany to withhold shares from the shares of the Common Stock otherwiseissuable to the participant as a result of the exercise or acquisition of stockunder the Stock Award; or (3) delivering to the Company owned and unencumberedshares of the Common Stock of the Company.

**12.        ADJUSTMENTSUPON CHANGES IN STOCK.**

**             (a)        **If any change is made in the stock subject to thePlan, or subject to any Stock Award, without the receipt of consideration bythe Company (through merger, consolidation, reorganization recapitalization,reincorporation, stock dividend, dividend in property other than cash, stocksplit, liquidation of dividend, combination of shares, exchange of shares,change in corporate structure or other transaction not involving the receipt ofconsideration by the Company), the Plan will be appropriately adjusted in theclass(es) and maximum number of shares subject to the Plan pursuant tosubsection 4(a), and the outstanding Stock Awards will be appropriatelyadjusted in the class(es) and number of shares and price per share of stocksubject to such outstanding Stock Awards. Such adjustments shall be made by theBoard or the Committee, the determination of which shall be final, binding andconclusive. (The conversion of any convertible securities of the Company shallnot be treated as a "transaction not involving the receipt ofconsideration by the Company.")

**             (b)        **In the event of: (1) a dissolution, liquidation orsale of substantially all of the assets of the Company; (2) a merger orconsolidation in which the Company is not the surviving corporation; or (3) areverse merger in which the Company is the surviving corporation but the sharesof the Company's common stock outstanding immediately preceding the merger areconverted by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, then to the extent permitted by applicable law:(i) any surviving corporation or a parent of such surviving corporation shallassume any Stock Awards outstanding under the Plan or shall substitute similarStock Awards for those outstanding under the Plan, or (ii) such Stock Awardsshall continue in full force and effect. In the event any surviving corporation or its parent refuses to assumeor continue such Stock Awards, or to substitute similar Stock Awards for thoseoutstanding under the Plan, then, with respect to Stock Awards held by personsthen performing services as Employees, Directors or Consultants, the timeduring which such Stock Awards may be exercised shall be accelerated, thevesting of such Stock Awards shall be accelerated if so determined by the Boardand the Stock Awards terminated if not exercised prior to such event.

**13.        AMENDMENT OFTHE PLAN AND STOCK AWARDS.**

**             (a)        **The Board at any time, and from time to time, mayamend the Plan. However, except as provided in Section 12 relating toadjustments upon changes in stock, no amendment shall be effective unlessapproved by the stockholders of the Company to the extent stockholder approvalis necessary for the Plan to satisfy the requirements of Section 422 of theCode, applicable Securities laws or an Nasdaq or securities exchange listingrequirements.

**             (b)        **The Board may in its sole discretion submit anyother amendment to the Plan for stockholder approval.

**             (c)        **It is expressly contemplated that the Board mayamend the Plan in any respect the Board deems necessary or advisable to provideeligible employees, Directors or Consultants with the maximum benefits providedor to be provided under the provisions of the Code and the regulationspromulgated thereunder relating to Incentive Stock Options and/or to bring thePlan and/or Incentive Stock Options granted under it into compliance therewith.

**             (d)        **Rights under any Stock Award granted beforeamendment of the Plan shall not be impaired by any amendment of the Plan unless(i) the Company requests the consent of the person to whom the Stock Awardwas granted and (ii) such person consents in writing.

**14.        TERMINATIONOR SUSPENSION OF THE PLAN.**

**             (a)        **The Board may suspend or terminate the Plan at anytime.  Unless sooner terminated, thePlan shall terminate ten (10) years from the date the Plan is adopted by theBoard or approved by the stockholders of the Company, whichever is earlier. NoStock Awards may be granted under the Plan while the Plan is suspended or afterit is terminated.

**             (b)        **Rights and obligations under any Stock Award grantedwhile the Plan is in effect shall not be impaired by suspension or terminationof the Plan, except with the consent of the person to whom the Stock Award wasgranted.

**15.        EFFECTIVEDATE OF PLAN.**

             ThePlan shall become effective on the date adopted by the Board, but no StockAwards granted under the Plan shall be exercised unless and until the Plan hasbeen approved by the stockholders of the Company, which approval shall bewithin twelve (12) months before or after the date the Plan is adopted by theBoard.

NOTICEOF EXERCISE
Eligix,  Inc. 200  Boston Ave, Suite 2600 Medford,  MA 02155Date  of Exercise:
Ladies and Gentlemen:

             Thisconstitutes notice under my stock option that I elect to purchase the number ofshares for the price set forth below. 
Type  of option (check one): Incentive   o Nonstatutory   o     Stock  option dated:        Number  of shares as to which option is   exercised:             Certificates  to be  issued in name of:             Total  exercise price: $           Cash  payment delivered herewith:   $      
             By this exercise, I agree (i) to provide such additionaldocuments as you may require pursuant to the terms of the Eligix, Inc. 1997Stock Option Plan, (ii) to provide for the payment by me to you (in the mannerdesignated by you) of your withholding obligation, if any, relating to theexercise of this option, and (iii) if this exercise relates to an incentivestock option, to notify you in writing within fifteen (15) days after the dateof any disposition of any shares of Common Stock issued upon exercise of thisoption that occurs within two (2) years after the date of grant of this optionor within one (1) year after such shares of Common Stock are issued upon exerciseof this option.

             Ihereby make the following certifications and representations with respect tothe number of shares of Common Stock of the Company listed above (the"Shares"), which are being acquired by me for my own account uponexercise of the option as set forth above:

             Iacknowledge that the Shares have not been registered under the Securities Actof 1933, as amended (the "Act"), and are deemed to constitute"restricted securities" under Rule 701 and may be securities owned byan "affiliate" under Rule 144 promulgated under the Act. I warrantand represent to the Company that I have no present intention of distributingor selling said Shares, except as permitted under the Act and any applicablestate securities laws.

             Ifurther acknowledge that I will not be able to resell the Shares for at leastninety (90) days after the stock of the Company becomes publicly traded (i.e.,subject to the reporting requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934) under Rule 701 and that more restrictive conditions applyto affiliates of the Company under Rule 144.

             Ifurther acknowledge that all certificates representing any of the Sharessubject to the provisions of the Option shall have endorsed thereon appropriatelegends reflecting the foregoing limitations, as well as any legends reflectingrestrictions pursuant to the Company's Articles of Incorporation, Bylaws and/orapplicable securities laws.

             Ifurther agree that, if required by the Company (or a representative of theunderwriters) in connection with the first underwritten registration of theoffering of any securities of the Company under the Act, I will not sell orotherwise transfer or dispose of any shares of Common Stock or other Securitiesof the Company during such period (not to exceed one hundred eighty (180) days)following the effective date of the registration statement of the Company filedunder the Act (the "Effective Date") as may be requested by theCompany or the representative of the underwriters. I further agree that theCompany may impose stop-transfer instructions with respect to securitiessubject to the foregoing restrictions until the end of such period.
 Very  truly yours,       
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